8-K - SDCH - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April28, 2023

SideChannel,

Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28745	86-0837077
(State<br> or other jurisdiction	(Commission	IRS<br> Employer
of<br> incorporation or organization)	File<br> Number)	Identification<br> No.)

146Main Street**, Suite405** , Worcester

,

01608

(Address of principal executive offices)

Registrant’s telephone number, including area code: (508)

925-0114

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common Stock, par value $0.001 per share	SDCH	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02 Compensatory Arrangements of Certain Officers

On April 28, 2023 the compensation changed for Ryan Polk, our Chief Financial Officer. Mr. Polk’s annual base compensation increased from $150,000 to $175,000 with an effective date of October 1, 2022 and a retroactive adjustment to be included in his April 30, 2023 payroll.

The April 30, 2023 compensation change includes an increase in the annual equity incentive compensation amount from $50,000 to $150,000. Mr. Polk is eligible for his next annual equity incentive compensation grant on June 1, 2023.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Ryan<br> Polk 2023 Compensation Change Authorization
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 4, 2023

SIDECHANNEL,<br> INC.
By:	/s/ Ryan Polk
	Ryan<br> Polk
	Chief<br> Financial Officer

Exhibit10.1

To:	Rachel<br> Darrow, Accountant
From:	Brian<br> Haugli, CEO
Date:	April<br> 28, 2023
Subject:	Compensation<br> Changes for Ryan Polk

Effective with the April 30, 2023 payroll, Ryan Polk’s annual base compensation is being increased from $150,000 to $175,000. This increase is retroactive to October 1, 2022 and a catch-up amount should be included in the April 30 payroll to reflect the retroactive application of this increase.

Second, Ryan’s annual equity incentive compensation bonus is being increased from $50,000 to $150,000 effective with his next grant date, June 1, 2023. We will convert the bonus into a quantity of RSU’s using the per share rate specified in our 2023 Equity Incentive Program Policy approved by our Board of Directors in December, 2022.

These two increases correspond to Ryan’s greater participation in the leadership activities and day-to-day tasks necessary to support our growth; however, Ryan will remain a fractional CFO. I discussed this matter with the Compensation Committee of our Board of Directors, incorporated their feedback into my discussions with Ryan, and received their approval for the above changes.